Unassociated Document


    Exhibit
10.18

    


    TRADEMARK
COLLATERAL ASSIGNMENT

    AND
SECURITY AGREEMENT

    


    This TRADEMARK COLLATERAL ASSIGNMENT AND
SECURITY AGREEMENT (this “Agreement”), dated as of June 30, 2009,
made by AMBER READY, INC.,
a  Nevada corporation (“Grantor”), in favor of HUDSON ASSET PARTNERS, LLC, a
Delaware limited liability company, as Collateral Agent (“Agent”).

    


    Capitalized terms not otherwise defined
herein have the meaning set forth in the Security Agreement, dated as of June
30, 2009, between Grantor and Agent (the “Security Agreement”).

    


    W
I T N E S S E T H:

    


    WHEREAS, the Grantor has
acquired an interest in certain trademarks and/or trademark applications
identified in Exhibit 1
hereto (the “Trademarks”);

    


    WHEREAS, the Grantor and the
Agent are parties to the Security Agreement, entered into for benefit of the
holders (the “Holders”) of certain subordinated convertible secured three year
promissory notes (the “Subordinated Convertible Notes”) issued by Grantor, all
upon terms described in that certain Confidential Private Placement Memorandum,
dated June 10, 2009;

    


    WHEREAS, the Grantor wishes to
grant to Agent a security interest in certain of its property and assets to
secure the performance of its obligations under the Security
Agreement;

    


    WHEREAS, the Grantor has
previously issued $11,999,982 principal amount of 18% senior convertible secured
promissory notes (the “Senior Notes”), which Senior Notes have a first priority
lien and security interest in, to and under the Trademarks;

    


    WHEREAS, the security interest
to be granted for the benefit of the Holders in, to and under the Trademarks
shall be subordinate to the security interest in, to and under the Trademarks
previously granted for the benefit of the holders of the Senior Notes on the
terms set forth herein and in the Security Agreement and in the Subordinated
Convertible Notes;

    


    WHEREAS, the Grantor and the
Agent by this instrument seek to confirm and make a record of the collateral
assignment of and grant of a subordinated security interest in the
Trademarks.

     

    NOW, THEREFORE, for good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the Grantor does hereby acknowledge and confirm that it has made a
collateral assignment to the Agent of, and has granted to the Agent a security
interest in, for the benefit of the Holders, all of the Grantor’s right, title
and interest in, to, and under the Trademarks, which security interest shall be
subordinate to the security interest in, to, and under the Trademarks granted to
the holders of the Senior Notes.  The Grantor also acknowledges and
confirms that the rights and remedies of Agent with respect to the collateral
assignment of and security interests in the Trademarks acknowledged and
confirmed hereby are more fully set forth in the Security Agreement, the terms
and provisions of which are incorporated herein by reference.

    


    This Agreement may be executed
simultaneously in two or more counterparts, including by facsimile, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

    


     

    [SIGNATURE
PAGE FOLLOWS]

    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


                IN
WITNESS WHEREOF, the undersigned have executed this Trademark Collateral
Assignment and Security Agreement by its duly authorized officers as of the date
first written above.

    


     

    
      	 	AMBER READY, INC.	 
	 	 	 	 
	
               

            	
              By:
      

            	/s/ Kai
      Patterson	 
	 	 	Name:
      Kai Patterson
      
              Title:
      Chief Executive Officer

            	 
	 	 	 	 
	 	 	 	 


    

     

    
      
        	 	HUDSON ASSET PARTNERS,
      LLC	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Murray
      R. Rubin	 
	 	 	Name:
      Murray R. Rubin
      
                Title:
      Secretary

              	 
	 	 	 	 
	 	 	 	 


      

    

     

     

    
 

    
      [SIGNATURE
PAGE - TRADEMARK COLLATERAL ASSIGNMENT

      AND
SECURITY AGREEMENT]

    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    


    
      EXHIBIT
1

    


    TRADEMARKS/TRADEMARK
APPLICATIONS

    


    


    
      	
              Trademark
      Application

            	
              Date

            	
              Serial
      Number

            
	 
      	 
      	 
      
	
              AMBER
      Ready

            	
              July
      14, 2008

            	
              76691243

            
	
              Amber
      EMS

            	
              July
      14, 2008

            	
              76691245